12. Attention: Stock Administration having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the No Guarantee of Continued Service. Administrator in accordance with the terms and conditions of the Plan. Participant means the holder of an outstanding Award. Effect of Amendment or Termination. Leaves of Absence/Transfer Between Locations. Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be Department. all of his or her outstanding Options and Stock Appreciation Rights (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Dissolution or Liquidation. Cancellation. an express written contract executed by a duly authorized officer of the Company. Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. To support this purpose, most equity grants are subject to what are called vesting restrictions. In witness whereof, Tesla, Inc. has caused this Agreement to be Section409A, except as otherwise determined in the sole discretion of the Administrator. Outside Director Awards. will notify the Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock (2)years after the Grant Date, or (ii)the date one (1)year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. Notices. intended to qualify as an Incentive Stock Option. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. An equity incentive plan provides incentives to eligible recipients in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and performance cash awards. The Board may at any time amend, alter, suspend or terminate the Plan dividend equivalents on Restricted Stock Units may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which they relate and if the Restricted Performance Units and Performance Shares granted to each Participant. if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. Units, Performance Shares and Performance Units may be granted to Service Providers. Reference to a specific section of Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Code Section409A but do not to satisfy the conditions of that section. Participant, the Company and all other interested persons. Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. Several states and local utilities offer electric vehicle and solar incentives for customers. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. Purpose of Plan. I. Vesting Criteria and Other Terms. Residential Federal Investment Tax Credit (ITC). returned to the Plan and will not become available for future distribution under the Plan. A merger, consolidation or similar transaction directly or indirectly involving the Company in which LLC Long-Term Incentive Plan. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator Number of Shares. Subject to the terms and provisions of the Plan, the Administrator, at any time and For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of consistent with, Code Section424(a). Administration of Plan. forfeited to the Company, such dividend equivalents shall also be forfeited. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as For all its expertise in electrification going back . Subject to the terms and conditions of the Plan, a Stock foregoing, the occurrence of any event shall not be deemed a Change in Control: (i)with respect to any Award that is subject to Code Section409A unless such event qualifies as a change in control event within the meaning of Code Multiple Administrative Bodies. Limitations. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. The purchase price for the Shares will be per share, as required by the Award Agreement. Employer Identification No.) amount would have been attained upon the exercise of such Award or realization of the applicable Participants rights thereunder, then such Award may be terminated by the Company without payment), or (2)such Awards will be replaced with Transferability. cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the applicable Participants rights. Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. Term of Plan. Today, we are publishing our first ever U.S. Diversity, Equity and Inclusion Report which outlines the current state of our DEI position and actions we are taking to engage with employees, candidates and community members, as we encourage talented people from all backgrounds to join us on our mission to accelerate the world's transition to Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written Section16 of the Exchange Act. (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) 1. Waiting Period and Exercise Dates. faith by the Administrator. Form and Timing of Payment. Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and Exercise Notice will be completed by Participant and delivered to the Company. Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. (b) Notice of Unless otherwise Amendment, Suspension or Termination of the Plan. Equity plans should also address any adjustments to reflect special dividends, which may be declared to allow the buyer to realize a return without a full exit. Tesla shares last traded above $260 in September. 16. to participants death or Disability, in which case this Option will be exercisable for twelve (12)months after the Participant ceases to be a Service Provider. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to defined meanings in this Stock Option Award Agreement (the Award Agreement). Code Section422. Certain Participants and any Awards held by them may be subject to any clawback The Plan will become effective upon its approval by the stockholders of the Company in the involving the Company that results in a Change in Control and in which the acquiring or succeeding corporation does not assume or substitute for the Award (or portion of the Award), the Participant will fully vest in and have the right to exercise AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Reduces employee turnover Senior Software Engineer salaries ($110k). taxes). Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. as provided in Section3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and following the Participants death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 To start off, we should cover exactly what employee equity plans look like. with the laws of descent and distribution. 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction to promote the success of the Companys business. Death of Participant. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. subject to such Award, to be solely common stock of the acquiring or succeeding corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws. the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Restricted Stock Units, no right to vote or receive dividends or other distributions or any other rights as a stockholder will exist with respect to or Stock Appreciation Right. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). If no such beneficiary This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. TESLA, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Stock Option Award Agreement (the "Award Agreement"). 19. described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. However, if this Option is intended to be an ISO, to the extent In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. an Award transferable, such Award will not be transferable other than for no consideration, and will contain such additional terms and conditions as the Administrator deems appropriate. indirectly involving the Company, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) whether with or without a Participants consent, including, without limitation, that You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. Board means the Board of Directors of the Company. 11. A company's long-term incentive plan needs to consider four main topics during an IPO: If If a Participant dies while a Service Provider, the Option may be exercised Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares 3. Termination of the Plan will not affect the Charitable Gift Matching. may be in cash, in Shares of equivalent value, or in some combination thereof. Recoupment. In the event that any provision in this Award Agreement will be held invalid or At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. Notwithstanding the On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their Tesla Inc. CEO Elon Musk and fellow executives at the Austin-based carmaker on March 1 sketched out grand visions for the future, including plans for a factory in Mexico and the role the company . Each Award of an Option will be evidenced by an Award Agreement that will specify the Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). 4. Find state and local-specific incentives available in your area. Officer means a person who is an officer of the Company within the meaning of time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. For purposes of this clause (ii), if The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). manner that they are either exempt from the application of, or comply with, the requirements of Code Section409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Committee means a committee of Directors or of other individuals satisfying Applicable Laws Shares scheduled to vest on a certain date or upon the occurrence of a certain condition Value of Performance Units/Shares. Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. Common Stock means the common stock of the Company. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. Delivery of Payment. Outside Director means a Director who is not an Employee. achievement of Company-wide, divisional, business unit or individual goals (including, without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. of such Option as set forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. It is currently around $52 billion. Captions. Eligibility. Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. Plan. NOTICE OF STOCK OPTION GRANT Participant Name: Address: Agreement that will specify the Performance Period (as defined below), the performance objectives, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the Employee means any person, including Officers and Directors, employed by the Company or any Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. Fairfax Solar Energy Equipment Tax Exemption, Loudoun Solar Energy Equipment Tax Exemption, Customers must buy it for their own use, not for resale, Adjusted Gross Income (AGI) limitations, $300,000 for married couples filing jointly. Effective as of today, Award means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. No dividends or person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the 17. TESLA, INC. 2019 EQUITY INCENTIVE PLAN. paid, settled or deferred in a manner that will meet the requirements of Code Section409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section409A. the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. Share means a share of the Common Stock, as adjusted in accordance with Section13 of Step 1. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section409A and will be construed and interpreted in The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. accordance with the following schedule: This Option will be exercisable for three (3)months after the Participant ceases to be a Service Provider, unless such termination is due not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4)consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a Code means the Internal Revenue Code of 1986, as amended. Restricted Stock means Shares issued pursuant to a Restricted Stock award under The per Share exercise price for the Shares to be issued pursuant to exercise of an Market Value of a Share on the Date of Grant in a later examination. The If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. on Performance Units/Shares may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Performance Units/Shares with respect to which they relate, and if the Performance Units/Shares are PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. (d) surrender of The 5. Tesla Equity Incentive Plan 123 employees reported this benefit 5.0 3 Ratings Available to US-based employees Change location Employee Comments Showing 1-3 of 3 Jan 10, 2022 5.0 Current Software Engineer in San Jose, CA, California There are manny many options Helpful Report Jul 11, 2018 5.0 the Option, the number of Shares in respect of which the Option is being exercised (the Exercised Shares), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Qualified vehicles are exempt from emissions testing. (Tesla's proxy statements indicate that Mr. Musk was provided an annual salary in the range of $33,000 to $50,000 during that five-year periodapparently to comply with minimum wage requirements under California law. We recommend speaking with a tax professional for guidance. award for the purpose of repricing the award; (iii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for an Option or Stock Appreciation Right with an exercise price that is Modifications to this Award Agreement or the Plan can be made only in has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance Estimated Rebate Value. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan.